HomeMy WebLinkAboutStaff Report 2312-2339CITY OF PALO ALTO
CITY COUNCIL
Special Meeting
Monday, February 05, 2024
Council Chambers & Hybrid
5:30 PM
Agenda Item
4.Approval of Amendment Number 1 to Contract Number S21180652 With Eric
Gouldsberry Art Design (EGAD), in the Amount of $170,000 for Graphic Design Services to
Extend the Term for Additional Two Years; for a Total Not-to-Exceed Amount of $410,000
over the Five-year Term; CEQA Status – Not a Project
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Utilities
Meeting Date: February 5, 2024
Staff Report: 2312-2339
TITLE
Approval of Amendment Number 1 to Contract Number S21180652 With Eric Gouldsberry Art
Design (EGAD), in the Amount of $170,000 for Graphic Design Services to Extend the Term for
Additional Two Years; for a Total Not-to-Exceed Amount of $410,000 over the Five-year Term;
CEQA Status – Not a Project
RECOMMENDATION
Staff recommends that Council:
1. Approve and authorize the City Manager or designee to execute Amendment No. 1 to
contract S21180652 (Attachment B) with Eric Gouldsberry Art Design (EGAD) for the
continued provision of on-call graphic design services, to extend the term for an
additional two years in an amount not-to-exceed $170,000, for a revised total contract
not-to-exceed amount of $410,000 over the five-year term of the agreement. There are
no changes to compensation rates listed in Exhibit C-1 of the original contract
(Attachment A).
On January 21, 2021, Staff entered into a contract agreement with Eric Gouldsberry Art Design
(EGAD) for graphic design services for the Utilities Department. This was a three-year contract
term in the amount of $80,000 per year for a total not to exceed amount of $240,000. The
contract expires January 22, 2024. Staff recommend amending the contract and extending the
term for another two years in the amount of $85,000 per year, with a total not to exceed
amount $170,000, to continue graphic design services for the Utilities Department.
BACKGROUND
The City of Palo Alto Utilities (CPAU) is responsible for communication and outreach to its more
than 29,000 utility customers for critical Utilities management and operations. This includes:
utility billing, capital improvement, infrastructure operations and maintenance, rates and
financial information, and safety. Federal and State requirements and local City Council policies
dictate the need for energy and water efficiency savings programs, as well as greenhouse gas
emissions reductions through sustainability and climate action, electrification for homes and
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buildings, electric transportation (vehicles including cars, bikes, etc.), and educational programs
such as workshops and community outreach events.
These programs and services are intended to reach all sectors of Palo Alto’s population including
residents, businesses, institutional and industrial customers. Graphic design services required for
these communication efforts include CPAU’s traditional outreach: utility bill inserts, flyers,
brochures, and illustrative reports, print and digital ads, social media, newsletters, website; as
well as dynamic media content including videos. The City does not have in-house staff capable of
meeting these needs.
CPAU’s mission is to provide safe, reliable, cost-effective, and sustainable services. Safety is a top
priority and CPAU is required by Federal and State agencies to implement robust public
awareness plans and outreach campaigns for safety through its communication channels. Public
information addresses the safety of operations and maintenance for our infrastructure,
reliability, and quality of our resource supplies, and informs customers of their responsibilities to
act safely around utilities infrastructure. Another primary area of focus is on CPAU’s financial
costs, revenues, and utility rates. CPAU continually strives to communicate the value of safe,
reliable, and quality utility resources CPAU procures and delivers to meet customer needs. CPAU
is implementing new technologies that directly impact customers such as advanced metering
infrastructure (AMI) for utility billing and efficiency, an enhanced power outage management
system, and fiber-to-the-premises (FTTP) for residential and commercial customers.
In April 2016, the Palo Alto City Council adopted an aspirational greenhouse gas (GHG) emissions
reduction goal of 80% below 1990 levels by 2030 (80x30). In October 2022, City Council passed
an ambitious carbon neutrality by 2030 goal, building on 80x30. In June 2023, City Council
adopted the 2022 Sustainability and Climate Action Plan (S/CAP), prioritizing several initiatives
for community programs. As of 2021, Palo Alto’s GHG emissions were 54% below 1990 levels.
Primary paths utilized by the Utilities Department to contribute toward these sustainability goals
include managing a progressive Renewables Portfolio Standard with a 100% carbon neutral
electric supply, carbon neutral gas portfolio, energy and water efficiency programs, educational
services, and programs for beneficial electrification of homes and buildings, and adoption of
electric vehicles (EVs).
CPAU offers education and outreach about services and customer programs including but not
limited to the following topics:
•Customer service, billing, and meter reading
•Utilities safety, infrastructure capital improvement, operations, and maintenance
•Resiliency
•Utilities rates
•Energy (gas and electric) conservation and efficiency
•Water supply, quality, conservation, and efficiency
•Renewable energy
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•Electrification and sustainability
CPAU anticipates launching new programs in the next several years to achieve goals for
sustainability and climate action. Several programs will target beneficial electrification for
small-to-medium businesses, and commercial, institutional, and industrial customers. CPAU is
continually evaluating ways to scale up or enhance existing programs to drive greater
participation, allowing us to meet mandates or goals for energy and water efficiency and GHG
reductions.
Regulatory requirements are expanding to increase public awareness about utilities safety,
infrastructure projects, and resource supply management. Staff are finding it necessary to
provide more outreach and notifications to customers on these issues. With the vast number of
programs and services currently offered by CPAU, as well as augmented programs and public
awareness requirements, professional graphic design services are critical to enable CPAU to meet
these communication needs.
Bid Process
The City issued a Request for Proposal through PlanetBids on October 15, 2020 to identify
providers with experience working with municipal utilities to provide graphic design services.
Proposals were due on November 2, 2020. Table 1 summarizes the solicitation process:
Table 1: Summary of Solicitation Process
Proposal Description Utilities Graphic Design Services
(RFP 180652)
Length of Service 3 years
Number of notices sent to vendors 283
Number of proposals downloaded by vendors 18
Bids received 12
Based on the evaluation, staff selected EGAD because of their municipal experience, skillset, and
lowest cost proposal. The award of the contract does not guarantee EGAD will be assigned any
dollar amount, quantity, or type of graphic design service projects.
FISCAL/RESOURCE IMPACT
Funding of $85,000 is available in the fiscal year 2024 Utilities Department Operating Budget.
Funding for subsequent years of the amendment is subject to Council’s approval of each fiscal
year’s budget appropriation.
ENVIRONMENTAL REVIEW
Council action on this item is not a project as defined by CEQA because approval of this contract
amendment is an organizational or administrative activity of government that will not result in
direct or indirect changes in the environment, under CEQA Guidelines section 15378(b)(5).
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ATTACHMENTS
Attachment A: Contract with Eric Gouldsberry Art Design (EGAD) Contract #S21180652
Attachment B: Contract with Eric Gouldsberry Art Design (EGAD) Contract #S21180652,
Amendment No.1
APPROVED BY:
Dean Batchelor, Director of Utilities
Staff: Catherine Elvert, Utilities Communications Manager
Professional Services
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CITY OF PALO ALTO CONTRACT NO. S21180652
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
ERIC GOULDSBERRY ART DIRECTION FOR PROFESSIONAL SERVICES
This Agreement is entered into on this 21st day of January, 2021, (“Agreement”)
by and between the CITY OF PALO ALTO, a California chartered municipal corporation
(“CITY”), and ERIC GOULDSBERRY ART DIRECTION, a sole proprietor, located at 4101
Ashbrook Circle, San Jose, CA 95124 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY desires to engage a consultant to provide on-call graphic design services
(“Services”).
B. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide the
Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in
this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at
Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
Optional On-Call Provision (This provision only applies if checked and only applies to on-call
agreements.)
Services will be authorized by CITY, as needed, with a Task Order assigned and approved by
CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1.
Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of
work, a specific schedule of performance and a specific compensation amount. The total price of
all Task Orders issued under this Agreement shall not exceed the amount of Compensation set
forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work
performed under an authorized Task Order and CITY may elect, but is not required, to authorize
work up to the maximum compensation amount set forth in Section 4.
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SECTION 2. TERM.
The term of this Agreement shall be from the date of its full execution through January 22, 2024
unless terminated earlier pursuant to Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term of
this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made
a part of this Agreement. Any Services for which times for performance are not specified in this
Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and
timely manner based upon the circumstances and direction communicated to the CONSULTANT.
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery
of damages for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and
reimbursable expenses, shall not exceed Eighty Thousand Dollars ($80,000.00) per contract year,
for an overall not to exceed amount of Two Hundred Forty Thousand Dollars ($240,000.00) over
the three-year term of the Agreement. CONSULTANT agrees to complete all Basic Services,
including reimbursable expenses, within this amount. The applicable rates and schedule of
payment are set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached
to and made a part of this Agreement. Any work performed or expenses incurred for which
payment would result in a total exceeding the maximum amount of compensation set forth herein
shall be at no cost to the CITY.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions of
Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services
performed without the prior written authorization of CITY. Additional Services shall mean any
work that is determined by CITY to be necessary for the proper completion of the Project, but
which is not included within the Scope of Services described at Exhibit “A”.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who performed the services, hours worked, hourly rates, and
reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-
1”). If applicable, the invoice shall also describe the percentage of completion of each task. The
information in CONSULTANT’s payment requests shall be subject to verification by CITY.
CONSULTANT shall send all invoices to the City’s project manager at the address specified in
Section 13 below. The City will generally process and pay invoices within thirty (30) days of
receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT
represents that it possesses the professional and technical personnel necessary to perform the
Services required by this Agreement and that the personnel have sufficient skill and experience to
perform the Services assigned to them. CONSULTANT represents that it, its employees and
subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses,
permits, qualifications, insurance and approvals of whatever nature that are legally required to
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perform the Services.
All of the services to be furnished by CONSULTANT under this agreement shall meet the
professional standard and quality that prevail among professionals in the same discipline and of
similar knowledge and skill engaged in related work throughout California under the same or
similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement. CONSULTANT shall procure all permits and licenses,
pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by
CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such
errors and omissions, any change order markup costs, or costs arising from delay caused by the
errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s
stated construction budget by ten percent (10%) or more, CONSULTANT shall make
recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY
approved recommendations, and revise the design to meet the Project budget, at no additional cost
to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in
performing the Services under this Agreement CONSULTANT, and any person employed by or
contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act
as and be an independent contractor and not an agent or employee of CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign
or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s
obligations hereunder without the prior written consent of the city manager. Consent to one
assignment will not be deemed to be consent to any subsequent assignment. Any assignment made
without the approval of the city manager will be void.
SECTION 12. SUBCONTRACTING.
CONSULTANT shall not subcontract any portion of the work to be performed under this
Agreement without the prior written authorization of the city manager or designee.
CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a
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subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval
of the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Eric
Gouldsberry as the project manager to have supervisory responsibility for the performance,
progress, and execution of the Services and to represent CONSULTANT during the day-to-day
work on the Project. If circumstances cause the substitution of the project director, project
coordinator, or any other key personnel for any reason, the appointment of a substitute project
director and the assignment of any key new or replacement personnel will be subject to the prior
written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall
promptly remove personnel who CITY finds do not perform the Services in an acceptable manner,
are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat
to the safety of persons or property.
CITY’s project manager is Catherine Elvert, Utilities Department, 250 Hamilton Avenue, Palo
Alto, CA 94301, Telephone: (650) 329-2417. The project manager will be CONSULTANT’s point
of contact with respect to performance, progress and execution of the Services. CITY may
designate an alternate project manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT
agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall
be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other
intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if
any, shall make any of such materials available to any individual or organization without the prior
written approval of the City Manager or designee. CONSULTANT makes no representation of
the suitability of the work product for use in or application to circumstances not contemplated by
the scope of work.
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time
during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records
pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and
retain such records for at least three (3) years after the expiration or earlier termination of this
Agreement.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall protect,
indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents
(each an “Indemnified Party”) from and against any and all demands, claims, or liability of any
nature, including death or injury to any person, property damage or any other loss, including all
costs and expenses of whatever nature including attorneys fees, experts fees, court costs and
disbursements (“Claims”) resulting from, arising out of or in any manner related to performance
or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
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16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active
negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not
operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive
the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any
covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or
law, will not be deemed to be a waiver of any other term, covenant, condition, provisions,
ordinance or law, or of any subsequent breach or violation of the same or of any other term,
covenant, condition, provision, ordinance or law.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in
full force and effect during the term of this Agreement, the insurance coverage described in Exhibit
"D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY
as an additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in
full force and effect during the term of this Agreement, identical insurance coverage, naming CITY
as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrent-
ly with the execution of this Agreement. The certificates will be subject to the approval of CITY’s
Risk Manager and will contain an endorsement stating that the insurance is primary coverage and
will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing
with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or
modification. If the insurer cancels or modifies the insurance and provides less than thirty (30)
days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written
notice of the cancellation or modification within two (2) business days of the CONSULTANT’s
receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates
evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term
of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss
caused by or directly arising as a result of the Services performed under this Agreement, including
such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
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SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole
or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written
notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately
discontinue its performance of the Services.
19.2. CONSULTANT may terminate this Agreement or suspend its performance
of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event
of a substantial failure of performance by CITY.
19.3. Upon such suspension or termination, CONSULTANT shall deliver to the
City Manager immediately any and all copies of studies, sketches, drawings, computations, and
other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or
given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such
materials will become the property of CITY.
19.4. Upon such suspension or termination by CITY, CONSULTANT will be
paid for the Services rendered or materials delivered to CITY in accordance with the scope of
services on or before the effective date (i.e., 10 days after giving notice) of suspension or
termination; provided, however, if this Agreement is suspended or terminated on account of a
default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that
portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such
determination may be made by the City Manager acting in the reasonable exercise of his/her
discretion. The following Sections will survive any expiration or termination of this Agreement:
14, 15, 16, 19.4, 20, and 25.
19.5. No payment, partial payment, acceptance, or partial acceptance by CITY
will operate as a waiver on the part of CITY of any of its rights under this Agreement.
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the project director
at the address of CONSULTANT recited above
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SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subconsultants, contractors or persons having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California.
21.3. If the Project Manager determines that CONSULTANT is a “Consultant”
as that term is defined by the Regulations of the Fair Political Practices Commission,
CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents
required by the Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person due to that person’s race, skin color, gender, gender
identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic
information or condition, housing status, marital status, familial status, weight or height of such
person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the
penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining
to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO
WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally
Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated
by reference and may be amended from time to time. CONSULTANT shall comply with waste
reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste
best practices include first minimizing and reducing waste; second, reusing waste and third,
recycling or composting waste. In particular, CONSULTANT shall comply with the following
zero waste requirements:
(a) All printed materials provided by CCONSULTANT to CITY generated from a
personal computer and printer including but not limited to, proposals, quotes,
invoices, reports, and public education materials, shall be double-sided and printed
on a minimum of 30% or greater post-consumer content paper, unless otherwise
approved by CITY’s Project Manager. Any submitted materials printed by a
professional printing company shall be a minimum of 30% or greater post-
consumer material and printed with vegetable based inks.
(b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
accordance with CITY’s Environmental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
packaging. A copy of this policy is on file at the Purchasing Division’s office.
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(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no
additional cost to CITY, for reuse or recycling. CONSULTANT shall provide
documentation from the facility accepting the pallets to verify that pallets are not
being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62
(Citywide Minimum Wage), as it may be amended from time to time. In particular, for any
employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of
work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay
such employees no less than the minimum wage set forth in Palo Alto Municipal Code section
4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In
addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance
in accordance with Palo Alto Municipal Code section 4.62.060.
SECTION 25. NON-APPROPRIATION
25.1. This Agreement is subject to the fiscal provisions of the Charter of the City
of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any
penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following
fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for
a portion of the fiscal year and funds for this Agreement are no longer available. This section shall
take precedence in the event of a conflict with any other covenant, term, condition, or provision of
this Agreement.
SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC
WORKS CONTRACTS
26.1 This Project is not subject to prevailing wages. CONSULTANT is not
required to pay prevailing wages in the performance and implementation of the Project in
accordance with SB 7 if the contract is not a public works contract, if the contract does not include
a public works construction project of more than $25,000, or the contract does not include a public
works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more
than $15,000.
SECTION 27. MISCELLANEOUS PROVISIONS.
27.1. This Agreement will be governed by the laws of the State of California.
27.2. In the event that an action is brought, the parties agree that trial of such
action will be vested exclusively in the state courts of California in the County of Santa Clara,
State of California.
27.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys' fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
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parties.
27.4. This document represents the entire and integrated agreement between the
parties and supersedes all prior negotiations, representations, and contracts, either written or oral.
This document may be amended only by a written instrument, which is signed by the parties.
27.5. The covenants, terms, conditions and provisions of this Agreement will
apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants
of the parties.
27.6. If a court of competent jurisdiction finds or rules that any provision of this
Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and effect.
27.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be referred to in any
duly executed amendment hereto are by such reference incorporated in this Agreement and will
be deemed to be a part of this Agreement.
27.8 In the event of a conflict between the terms of this Agreement and the
exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of
any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control.
27.9 If, pursuant to this contract with CONSULTANT, CITY shares with
CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d)
about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable
and appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the
security of the Personal Information. CONSULTANT shall not use Personal Information for direct
marketing purposes without City’s express written consent.
27.10 All unchecked boxes do not apply to this Agreement.
27.11 The individuals executing this Agreement represent and warrant that they
have the legal capacity and authority to do so on behalf of their respective legal entities.
27.12 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement.
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CONTRACT No. S21180652 SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives
executed this Agreement on the date first above written.
CITY OF PALO ALTO
____________________________
Purchasing Manager (Required on contracts
over $50,000)
APPROVED AS TO FORM:
__________________________
City Attorney or designee
ERIC GOULDSBERRY ART
DIRECTION
By:
Name:
Title:
Attachments:
EXHIBIT “A”: SCOPE OF SERVICES
EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only)
EXHIBIT “B”: SCHEDULE OF PERFORMANCE
EXHIBIT “C”: COMPENSATION
EXHIBIT “C-1”: SCHEDULE OF RATES
EXHIBIT “D”: INSURANCE REQUIREMENTS
EXHIBIT “E”: OBLIGATIONS REGARDING NON-DISCLOSURE OF
CONFIDENTIAL INFORMATION
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Eric Gouldsberry
Art Director-Owner
Aylin Bilir
Christine Paras
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EXHIBIT “A”
SCOPE OF SERVICES
CONSULTANT shall provide services as requested by the CITY in a Task Order, which may
include but not be limited to the following services: Concept, Design and Art Direction;
Production; Client and Vendor Meetings; Creative Writing; Video Concepting, Writing and
Production/Editing; Photo/Video Direction; Print Direction; Translation Services.
In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential
Information, as defined by the Non-Disclosure Agreement attached as Exhibit E to this Agreement.
CONSULTANT will hold any and all CITY Confidential Information in strict confidence and use
it only for the performance of its obligations to CITY under this Agreement and for no other
purpose, in accordance with the terms of Exhibit E.
Task 1: Graphic Design
CONSULTANT shall develop distinctive creative concepts tailored to CITY target audience,
while remaining consistent with CITY branding. Examples of CITY audiences include:
residents, businesses and industry, schools and community groups, internal staff, elected officials
and/or other government agencies with which the City collaborates.
CONSULTANT shall collaborate with CITY project manager at the start of each calendar or
fiscal year, whichever is most appropriate for scheduling and developing strategic
communication campaigns, to develop annual outreach materials, incorporating traditional and
new media.
Specifically, as directed by CITY, CONSULTANT shall create or assist with creating traditional
outreach materials and provide graphic design services that may include:
a) Utility bill inserts, print ads, factsheets, newspaper articles, displays, brochures
b) High-resolution photographs with a regional context (including original photography if
needed)
c) Images, charts, infographics and graphs clearly explaining complicated information or a
compelling call to action
d) Creative elements for the website including photographs, graphics, charts, videos, games
and other elements.
e) Web content management including potential HTML editing and or webpage creation
and design.
f) Videos and animated images for a variety of uses including but not limited to online and
classroom educational videos, television commercials, and other dynamic media
advertisements
g) Movie making, including story and script development, animation and graphics
h) Promotional items for residents, schools, special events, and businesses
i) Customized illustrations and artwork for a variety of formats
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j) Coordinate with outside printers and in-house City of Palo Alto copying services
• Deliverables: in addition to the specific deliverables requested in a duly authorized Task
Order, Contractor shall transfer high resolution design file archives to CITY on a monthly
basis.
Any artwork designed for this contract shall become the property of the City of Palo Alto,
as set forth in Section 14 of the Agreement.
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EXHIBIT “A-1”
PROFESSIONAL SERVICES TASK ORDER
Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the
Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into the Agreement by
this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel
required by this Task Order as described below.
CONTRACT NO. ISSUE DATE
Purchase Requisition No.
1A. MASTER AGREEMENT NUMBER
1B. TASK ORDER NO.
2. CONSULTANT
3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT $__________________________________
5. BUDGET CODE: _______________
COST CENTER_________________ COST ELEMENT______________ WBS/CIP___ _____PHASE___
6. CITY PROJECTMANAGER’S
NAME/DEPARTMENT_________________________________________
7. DESCRIPTION OF SCOPE OF SERVICES
MUST INCLUDE:
WORK TO BE PERFORMED
SCHEDULE OF WORK
BASIS FOR PAYMENT & FEE SCHEDULE
DELIVERABLES
REIMBURSABLES (with “not to exceed” cost)
8. ATTACHMENTS: A: Scope of Services B: __________________________________
-----------------------------------------------------------------------------------------------------------------------------------
I hereby authorize the performance of I hereby acknowledge receipt and acceptance
the work described above in this Task Order. of this Task Order and warrant that I have
authority to sign on behalf of Consultant.
APPROVED: APPROVED:
CITY OF PALO ALTO COMPANY NAME: ______________________
BY:__________________________________ BY:____________________________________
Name ________________________________ Name __________________________________
Title_________________________________ Title___________________________________
Date _________________________________ Date ___________________________________
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EXHIBIT “B”
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each Project on a timeline as
agreed between the Parties and as indicated by the completion date shown on a duly authorized
Task Order. The time to complete each Project may be increased or decreased by mutual written
agreement of the project managers for CONSULTANT and CITY so long as all work is
completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule
of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed.
For each Project, CITY shall submit to CONSULTANT a Task Order scope of work outlining the
goal and scope of the Project. CONSULTANT shall provide CITY with a written estimate for timing
and cost to complete each Project. CONSULTANT shall not begin work on any Project until CITY
approves the estimate and issues a Task Order in substantially the same form as Exhibit A-1 to this
Agreement, which CONSULTANT accepts and authorizes.
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EXHIBIT “C”
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed
in accordance with the terms and conditions of this Agreement based on the hourly rate
schedule attached as Exhibit C-1, but not to exceed the total Task Order price shown on any
Project Task Order without a duly authorized amendment.
The compensation to be paid to CONSULTANT under this Agreement for all services,
additional services, and reimbursable expenses shall not exceed the amount(s) stated in
Section 4 of this Agreement. CONSULTANT agrees to complete all Services and
Additional Services, including reimbursable expenses, within this/these amount(s). Any
work performed or expenses incurred for which payment would result in a total exceeding
the maximum amount of compensation set forth in this Agreement shall be at no cost to the
CITY.
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are
included within the scope of payment for services and are not reimbursable expenses.
ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written
authorization from the CITY. The CONSULTANT, at the CITY’s Project Manager’s
request, shall submit a detailed written proposal including a description of the scope of
services, schedule, level of effort, and CONSULTANT’s proposed maximum
compensation, including reimbursable expenses, for such services based on the rates set
forth in Exhibit C-1. The additional services scope, schedule and maximum compensation
shall be negotiated and agreed to in writing by the CITY’s Project Manager and
CONSULTANT prior to commencement of the services. Payment for additional services
is subject to all requirements and restrictions in this Agreement.
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EXHIBIT “C-1”
SCHEDULE OF RATES
Hourly Rates:
Design/Concept/Art Direction $100/hour
Production (including revisions) $100/hour
Photo/Print Direction $100/hour
Client/Vendor Meetings $100/hour
General/Administrative $80/hour
Fixed Project Rates based on basic descriptions:
Potential Project Fixed Rate
48-hour rush (Same rates) $100/hour
Single-sided advertisement (e.g., bill insert, flyer, poster,
magazine ad, etc.)
$750
Double-sided advertisement $1,000
Trifold brochure $1,000
Programs or rebate brochure/catalogue (based on 16-page
sample)
$1,500
Social Media ads $500
Print and electronic ad design bundle $1,250
Translation services (assumes 350 words per page) $98/page
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EXHIBIT “D”
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT
OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES
WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS
IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY DAMAGE
COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING
ALL OWNED, HIRED, NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE,
SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT
AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS
SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND
PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS,
AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT
THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL
INSUREDS”
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS
AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER
INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL
NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS
ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF
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THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE
CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE
OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT
OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL:
HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP
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EXHIBIT “E”
OBLIGATIONS REGARDING NON-DISCLOSURE OF CONFIDENTIAL
INFORMATION
1. PURPOSE
1.1 In its performance of Services under this Agreement, CONSULTANT and its
directors, officers, partners, managers, members, employees, advisors, agents,
sub-contractors and other representatives of CONSULTANT and their
subsidiaries and affiliates, including, without limitation, attorneys, accountants,
consultants, and financial advisors (collectively, the “Representatives”) may
acquire and otherwise gain access to Confidential Information, as defined in
Section 1 of this Exhibit “E”, which is exempt from public disclosure under the
California Public Records Act, Cal. Gov. Code section 6250 et seq.
1.2 In accordance with the terms and conditions of this Agreement, CONSULTANT
agrees to take reasonable precautions to ensure that Confidential Information of
CITY, as defined in this Exhibit, is safeguarded against disclosure to unauthorized
employees or third parties.
1.3 CITY would not share or disclose any Confidential Information to
CONSULTANT but for the legal protections against unauthorized disclosures
intended to be afforded by California law and this Agreement, and is relying on
this Agreement in disclosing such Confidential Information to CONSULTANT.
2. CONFIDENTIAL INFORMATION, DEFINED
2.1 “Confidential Information”, defined: “Confidential Information” means any and
all information which is of a non-public, proprietary or confidential nature, in any
form or medium, written or oral, (whether prepared by the CITY, its employees,
or agents, and irrespective of the form or means of communication and whether it
is labeled or otherwise identified as confidential) that is furnished to the
Receiving Party by the CITY, and any other proprietary business and utility data
or information consisting of research and development, intellectual property,
technical information, computer programs, software, maps, methodologies,
innovations, software tools, know-how, knowledge, designs, drawings,
specifications, concepts, data, reports, processes, techniques, documentation,
pricing, marketing plans and customer lists. Confidential Information shall also
include notes, copies, printouts, analysis, discussion or summaries of or regarding
Confidential Information prepared by the CONSULTANT or its directors,
officers, partners, managers, members, employees, advisors, agents, sub-
contractors and other representatives of the CONSULTANT and their subsidiaries
and affiliates, including without limitation attorneys, accountants, consultants, and
financial advisors (collectively, “Representatives”).
2.2 Exceptions. “Confidential Information” shall exclude (and the CONSULTANT
shall not be under any obligation to maintain in confidence) any information (or
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any portion thereof) disclosed to CONSULTANT by CITY to the extent that such
information:
(a) is in the public domain at the time of disclosure; or
(b) at the time of or following disclosure, becomes generally known or
available through no act or omission on the part of CITY; or
(c) is known, or becomes known, to CONSULTANT from a source other than
CITY or its Representatives (as defined herein), provided that disclosure
by such source is not in breach of a confidentiality agreement CITY; or
(d) is independently developed by CONSULTANT without violating any of
its obligations under this Agreement or any other agreement between the
Parties; or
(e) is legally required to be disclosed by judicial or other governmental
action; provided, however, that prompt notice of such judicial or other
governmental action shall have been first given to CITY, which shall be
afforded the opportunity to exhaust all reasonable legal remedies to
maintain the Confidential Information in confidence; or
(f) is permitted to be disclosed by a formal written agreement executed by
and between the Parties.
Specific information shall not fall within the exceptions of Sections (a) through (f)
above merely because it is embraced by more general information falling within
such exceptions.
3. CALIFORNIA PUBLIC RECORDS ACT
3.1 CONSULTANT acknowledges that CITY is a public agency subject to the
requirements of the California Constitution, Article 1, Section 3 and California
Public Records Act Cal. Gov. Code section 6250 et seq. CONSULTANT
acknowledges that CITY may submit to or otherwise provide access to
CONSULTANT Confidential Information that CITY or any utility customer of
CITY considers to be protected from disclosure pursuant to exemptions granted
by applicable California law.
3.2 Whether or not there is a request or demand of any third party not a Party to this
Agreement (the “Requestor”) for the production, inspection and/or copying of
information designated by CITY as Confidential Information, CONSULTANT
shall be solely responsible for taking whatever legal steps CITY deems necessary
to protect information deemed by it to be Confidential Information and to prevent
release of information to the Requestor (including the release of such information
by CONSULTANT).
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3.3 Under no circumstances will CONSULTANT be permitted to comply with the
Requestor’s demand for disclosure of such Confidential Information that CITY
deems confidential and not intended for disclosure to the general public, or
otherwise publicly disclose the Confidential Information to any person not
authorized by law to receive such information.
4. CONFIDENTIAL INFORMATION DESIGNATION
4.1 As practicable, the Confidential Information shall be marked with the words
“Confidential” or “Confidential Material” or with words of similar import. CITY
shall instruct CONSULTANT that information of a financial, personal, or
proprietary nature being conveyed orally and intended by CITY to be covered by
the terms of this Agreement, is deemed Confidential Information. To the extent
possible, CITY shall endeavor to mark any electronic document intended to be
covered by the terms of this Agreement with the words “Confidential” or similar
words, or, if that is not possible or would be exceedingly difficult, CITY shall
notify CONSULTANT (for example, by covering e-mail transmitting the
electronic document) that the electronic document is Confidential Information.
4.2 CITY’s failure, for whatever reason, to mark any material at the time it is
produced to CONSULTANT, or to notify it that oral or electronic material is
Confidential Information at the time it is provided, shall not take the material out
of the coverage of this Agreement for all time, and CONSULTANT shall treat the
material as Confidential Information once CITY has notified it that the material is
to be covered by this Agreement.
5. DUTY TO KEEP CONFIDENTIAL
5.1 CONSULTANT agrees to maintain as confidential, to the extent permitted or
required by applicable law, all Confidential Information furnished or otherwise
made available to the CONSULTANT, or its Representatives by CITY.
CONSULTANT acknowledges that the Confidential Information is proprietary
and a valuable asset of CITY and agrees that CONSULTANT shall take
reasonable precautions to ensure that such Confidential Information is
safeguarded against disclosure to unauthorized employees, Representatives or
third parties.
(a) CONSULTANT shall use the Confidential Information solely as permitted
by the Contract and shall not sell Confidential Information or otherwise
disclose such Confidential Information under any circumstances and
without the prior written consent of CITY. CONSULTANT shall not
disclose the Confidential Information, or portions thereof, to any of its
Representatives, except to those who need to know such information for
the purpose of advising CITY and who agree to the terms of this
Agreement.
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(b) CONSULTANT agrees that any of the Representatives to whom the
Confidential Information is disclosed will be informed of the confidential
or proprietary nature of such information and of CONSULTANT’s
obligations under this Agreement. CONSULTANT is responsible for any
use of Confidential Information by any of its Representatives.
(c) CONSULTANT shall ensure that:
(i) any Representatives with whom CONSULTANT shares such
Confidential Information or who acquire knowledge of such
Confidential Information from or through CONSULTANT regard
and treat such Confidential Information of CITY as strictly
confidential and wholly owned by CITY, and
(ii) CONSULTANT shall not (and CONSULTANT shall ensure that
any Representatives with whom CONSULTANT shares such
Confidential Information or who acquire knowledge of such
Confidential Information from or through CONSULTANT do not)
for any reason, in any fashion, either directly or indirectly, sell,
lend, lease, distribute, license, give, transfer, assign, show,
disclose, disseminate, or otherwise communicate any such
Confidential Information to any third party, or misappropriate,
reproduce, copy or use any such Confidential Information, in either
case, for any purpose other than in accordance with this
Agreement.
(d) If CONSULTANT or any of its Representatives are requested or required
to disclose any Confidential Information by law, regulation, the applicable
rules of any national securities exchange or other market or reporting
system, oral questions, interrogatories, requests for information or other
documents in legal proceedings, subpoena, civil investigative demand or
any other similar process, CONSULTANT shall provide CITY with
prompt written notice of any such request or requirement so that CITY has
an opportunity to seek a protective order via writ of mandate or other
appropriate remedy, or waive compliance with the provisions of this
Agreement.
(e) If CITY waives compliance with the provisions of this Agreement with
respect to a specific request or requirement, CONSULTANT and its
Representatives shall disclose only that portion of the Confidential
Information that is expressly covered by such waiver and which is
necessary to disclose in order to comply with such request or requirement.
CONSULTANT and its Representatives shall cooperate in a reasonable
manner with CITY in attempting to preserve the confidentiality of the
Confidential Information.
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(f) If (in the absence of a waiver by CITY) CONSULTANT has not secured a
protective order or other appropriate remedy despite attempting to do so,
and CONSULTANT or one of its Representatives is nonetheless then
legally compelled to disclose any Confidential Information,
CONSULTANT or such Representative may, without liability hereunder,
disclose only that portion of the Confidential Information that is necessary
to be disclosed. In the event that disclosure is made in accordance with
this subsection, CONSULTANT shall exercise, and cause its
Representatives to exercise, reasonable efforts to preserve the
confidentiality of the Confidential Information, including obtaining
reliable assurance at the sole expense of CONSULTANT that confidential
treatment shall be accorded any Confidential Information so furnished.
6. NO LIABILITY, RELEASE, OR OBLIGATION
Except as set forth in any formal written agreement executed by and between the parties, neither
CONSULTANT nor any of its Representatives shall be entitled to rely on any statement,
promise, agreement or understanding, whether written or oral, or any custom, usage of trade,
course of dealing or conduct. In addition, each Party understands and acknowledges that neither
CITY nor any of its representatives, employees or agents makes any representation or warranty,
express or implied, as to the accuracy or completeness of any Confidential Information, and that
neither CITY nor any of its representatives, employees or agents shall have any liability
whatsoever to CONSULTANT or to any of its Representatives relating to or resulting from the
Confidential Information or any errors therein or omissions therefrom.
7. REMEDIES
In recognition that an irreparable injury may result to CITY, if any provision of this Exhibit E is
violated, CONSULTANT agrees that upon any breach or threatened breach of any provision of
this Exhibit E by CONSULTANT or any of its Representatives, that CITY shall be entitled to
seek an injunction or specific performance prohibiting such conduct or any other relief as may be
permitted by law.
8. RETURN OF CONFIDENTIAL INFORMATION
8.1 CONSULTANT shall have access to the Confidential Information provided by CITY
only during the term of this Agreement, and shall return all Confidential Information provided
under this Agreement upon its termination, or at any time upon request of CITY, as described in
Section 8.2 of this Exhibit E.
8.2 CITY may at any time request that CONSULTANT promptly return to CITY or destroy
any or all documents or other materials containing Confidential Information of CITY, and
CONSULTANT shall immediately comply with any such request. Notwithstanding the return or
destruction of the Confidential Information as contemplated by this section 8 of this Exhibit E,
the CONSULTANT and its Representatives will continue to be bound by the terms of this
Agreement with respect thereto, including all obligations of confidentiality.
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9. SURVIVAL
CONSULTANT’s obligations of confidentiality and non-circumvention under this Exhibit E
shall survive the termination of this Agreement.
10. WAIVER; AMENDMENT
None of the terms or conditions of this Exhibit E may be amended or waived except in writing
signed by the parties. The parties agree that no waiver, amendment, or modification of this
Exhibit E shall be established by conduct, custom, or course of dealing. The failure by any party
at any time or times to require performance of any provision hereof will in no manner affect its
right at a later time to enforce the same.
11. OWNERSHIP RIGHTS NOT CREATED
The transfer of Confidential Information hereunder shall not be construed as granting a license of
any kind or any right of ownership in the Confidential Information to CONSULTANT.
12. NO OBLIGATION TO DISCLOSE
Nothing in this Section shall obligate CITY to disclose specific Confidential Information to
CONSULTANT. Such disclosures shall be at the CITY’s sole discretion.
DocuSign Envelope ID: 9E8B08A6-3BCD-4C74-9909-2024BA1F3F14
Certificate Of Completion
Envelope Id: 9E8B08A63BCD4C7499092024BA1F3F14 Status: Completed
Subject: Please DocuSign: S21180652 Eric Gouldsberry Art Direction - Legal Reviewed.pdf
Source Envelope:
Document Pages: 24 Signatures: 3 Envelope Originator:
Certificate Pages: 2 Initials: 0 Terry Loo
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US &
Canada)
Comments: yes 250 Hamilton Ave
Palo Alto , CA 94301
Terry.Loo@CityofPaloAlto.org
IP Address: 199.33.32.254
Record Tracking
Status: Original
1/21/2021 3:18:42 PM
Holder: Terry Loo
Terry.Loo@CityofPaloAlto.org
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign
Signer Events Signature Timestamp
Eric Gouldsberry
egad@gouldsberry.com
Art Director-Owner
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 73.189.253.56
Sent: 1/21/2021 3:21:28 PM
Viewed: 1/21/2021 3:27:47 PM
Signed: 1/21/2021 3:29:21 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Aylin Bilir
aylin.bilir@cityofpaloalto.org
Deputy City Attorney
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 67.180.217.241
Sent: 1/21/2021 3:29:25 PM
Viewed: 1/21/2021 8:35:07 PM
Signed: 1/21/2021 8:40:03 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Christine Paras
Christine.Paras@CityofPaloAlto.org
Asst. Director Administrative Services
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Signature Adoption: Uploaded Signature Image
Using IP Address: 199.33.32.254
Sent: 1/21/2021 8:40:06 PM
Viewed: 1/25/2021 9:01:05 AM
Signed: 1/25/2021 9:59:02 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Nelly Baumb
Nelly.Baumb@CityofPaloAlto.org
Deputy City Clerk
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 1/25/2021 9:59:06 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Tabatha Boatwright
tabatha.boatwright@cityofpaloalto.org
Administrative Associate III
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 1/25/2021 9:59:07 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Catherine Elvert
Catherine.Elvert@CityofPaloAlto.org
Utilities Communications Manager
Security Level: Email, Account Authentication
(None)
Sent: 1/25/2021 9:59:09 AM
Viewed: 1/25/2021 12:50:31 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 1/21/2021 3:21:28 PM
Certified Delivered Security Checked 1/25/2021 9:01:05 AM
Signing Complete Security Checked 1/25/2021 9:59:02 AM
Completed Security Checked 1/25/2021 9:59:09 AM
Payment Events Status Timestamps
Vers.: Aug. 5, 2019
Page 1 of 3
AMENDMENT NO. 1 TO CONTRACT NO. S21180652
BETWEEN THE CITY OF PALO ALTO AND
ERIC GOULDSBERRY ART DIRECTION
This Amendment No. 1 (this “Amendment”) to Contract No. S21180652 (the “Contract” as
defined below) is entered into as of January 22, 2024, by and between the CITY OF PALO ALTO, a
California chartered municipal corporation (“CITY”), and ERIC GOULDSBERRY ART DIRECTION, a sole
proprietor, located at 4101 Ashbrook Circle, San Jose, CA 95124 (“CONSULTANT”). CITY and
CONSULTANT are referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. The Contract (as defined below) was entered into by and between the Parties hereto
for the provision of on-call graphic design services, as detailed therein.
B. The Parties now wish to amend the Contract in order to increase compensation by
One Hundred Seventy Thousand Dollars ($170,000) from Two Hundred Forty Thousand Dollars
($240,000) to a new total not to exceed amount of Four Hundred Ten Thousand Dollars ($410,000)
and extend the contract term by two (2) years, through January 21, 2026.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of
this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean Contract No. S21180652 between
CONSULTANT and CITY, dated January 21, 2021.
b. Other Terms. Capitalized terms used and not defined in this Amendment
shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 2, “TERM” of the Contract is hereby amended to read as follows:
“The term of this Agreement shall be from the date of its full execution
through January 21, 2026 unless terminated earlier pursuant to Section 19
(Termination) of this Agreement.”
SECTION 3. Section 4, “NOT TO EXCEED COMPENSATION” of the Contract is hereby
amended to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services described in
Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Eighty Thousand
DocuSign Envelope ID: 4616F4FB-0B5A-4FD0-83D1-E05152523FF2
Vers.: Aug. 5, 2019
Page 2 of 3
Dollars ($80,000) per year for the first three years of the contract, and shall not exceed
Eighty-Five Thousand Dollars ($85,000) per contract year for years four and five, for an
overall not to exceed amount of Four Hundred Ten Thousand Dollars ($410,000) over the
five-year term of the Agreement. CONSULTANT agrees to complete all Basic Services,
including reimbursable expenses, within this amount. The applicable rates and schedule of
payment are set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached
to and made a part of this Agreement. Any work performed or expenses incurred for which
payment would result in a total exceeding the maximum amount of compensation set forth
herein shall be at no cost to the CITY.
Additional Services, if any, shall be authorized in accordance with and subject to the
provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional
Services performed without the prior written authorization of CITY. Additional Services shall
mean any work that is determined by CITY to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services described at Exhibit “A”.”
SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the
Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this
Amendment and are fully incorporated herein by this reference.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
DocuSign Envelope ID: 4616F4FB-0B5A-4FD0-83D1-E05152523FF2
Vers.: Aug. 5, 2019
Page 3 of 3
SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed
this Amendment effective as of the date first above written.
CITY OF PALO ALTO
_____________________________
City Manager
APPROVED AS TO FORM:
_____________________________
City Attorney or designee
ERIC GOULDSBERRY ART DIRECTION
By:______________________________
Name:___________________________
Title:____________________________
DocuSign Envelope ID: 4616F4FB-0B5A-4FD0-83D1-E05152523FF2
Art Director/Owner
Eric Gouldsberry
Certificate Of Completion
Envelope Id: 4616F4FB0B5A4FD083D1E05152523FF2 Status: Completed
Subject: Complete with DocuSign: S21180652 amendment1 final.pdf
Source Envelope:
Document Pages: 3 Signatures: 1 Envelope Originator:
Certificate Pages: 2 Initials: 0 Annmarie Romero
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
annmarie.romero@cityofpaloalto.org
IP Address: 199.33.32.254
Record Tracking
Status: Original
12/27/2023 8:27:27 AM
Holder: Annmarie Romero
annmarie.romero@cityofpaloalto.org
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign
Signer Events Signature Timestamp
Eric Gouldsberry
egad@gouldsberry.com
Art Director/Owner
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 73.189.253.56
Sent: 12/27/2023 8:30:56 AM
Viewed: 12/27/2023 10:51:53 AM
Signed: 12/27/2023 10:53:02 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Catherine Elvert
Catherine.Elvert@CityofPaloAlto.org
Utilities Communications Manager
Security Level: Email, Account Authentication
(None)
Sent: 12/27/2023 10:53:03 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Tabatha Boatwright
Tabatha.Boatwright@CityofPaloAlto.org
Utilities Management Analyst
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 12/27/2023 10:53:03 AM
Viewed: 12/27/2023 11:05:05 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 12/27/2023 8:30:56 AM
Certified Delivered Security Checked 12/27/2023 10:51:53 AM
Signing Complete Security Checked 12/27/2023 10:53:02 AM
Completed Security Checked 12/27/2023 10:53:03 AM
Payment Events Status Timestamps